2 Broke Girls In Love
by MTL17
Summary: Max's mouth gets her in trouble again. This takes place during Episode 2 of Series 3.
1. Chapter 1

**Disclaimer: I do not own ****2 Broke Girls****. I do not make any money from the writing of this story.**

Max Black like to think she was smart. Not like book smart, or smart in any way she could make a profit from, but she had a knack for seeing through peoples bull-shit. Except a few of her boyfriends. A lot of them, actually. And her Mom's. And, apparently, her own.

"It has to be that way, you're my best friend Caroline, I love you!" Max blurted out before her eyes widened and her already pale complexion practically reached blinding white.

Sadly this wasn't Max's first moment of perfect clarity where she realised she'd been blinded to something painfully obvious, but it was the first time such a realisation left her practically comatosed. And if that hadn't been bad enough her confession had left the normally painfully talkative Caroline Channing speechless, which gave Max plenty of time to think back over the last two years to find like a gazillion jokes, comments, feelings and scenarios which lead her to one inevitable conclusion.

She wasn't smart, she was dumb. She was the dumbest fucking moron on the whole fucking planet for not seeing this coming, for not preventing it, for letting anyone into her life when history had told her time and again what that led too.

"Max." Caroline softly said after what felt like an eternity, "Is that the first time you said I love you?"

"I, I have to go." Max mumbled, seemingly turning and heading towards the door in slow motion, giving Caroline more than enough time to pass her and block her way.

"What's the matter?" Caroline asked, obviously confused.

"Nothing. I'm just embarrassed." Max stammered, before quickly adding, "Look, I'm sorry. I didn't mean to talk behind your back. Sending that text was an automatic response, just stupid Max trying to be funny and failing miserably. And I'm sorry, and I didn't mean it, I don't mean any of the crap I say about you, and I'm really, really not sick of you. I could never be sick of you. You're the only person in the entire world I'm not sick of. So... I'm sorry. Can we just forget this ever happened?"

There was a long pause in which the word 'yes' almost escape Caroline's lips a thousand times, an almost overwhelming part of her mind trying to make her say that one little word which would make this all ok. Except she didn't really believe it would make it ok, hence why even though it was the scariest thing she'd ever done Caroline said something else.

"You, you mean as a friend, right?" Caroline stammered.

"What?" Max frowned.

"You love me as a friend?" Caroline clarified.

Max paused for far too long for her next words to be convincing, not that they sounded that way, "Erm, yes. Duh! I mean... what, what else would I have meant?"

"I don't know, you tell me." Caroline softly said.

There was a long pause and then Max asked, "What do you want from me Caroline?"

Desperately thinking what to say Caroline lowered her head for a few seconds, then softly repeated, "You tell me."

More silence, and then Max said, "I just want to go back to the way things were and forget all about this."

"Fine." Caroline said, briefly turning her back on her friend and desperately trying to leave it there and failing, "I mean, God forbid we actually have an honest conversation about how we feel when we could just keep dancing around the issue."

"Caroline." Max said in a warning tone.

"You know what Max." Caroline practically yelled as she turned back to face her friend, almost losing her nerve before she found it again, "It's not fine. None of this is fine. Or it is given as you rightfully said fine doesn't mean fine, so yes Max, I'm fine!"

"FINE!" Max yelled, "I'm in love with you. Is that what you want to hear? Well sorry Princess, this ain't no fairy-tale. I don't love you. I'm incapable of love. I just have a crush on you, that's it. And it's no big deal because nine times out of ten I'll choose a guy over a girl. In fact I'd choose just about anyone over you because I actually like you and don't want to fuck up our friendship."

There was another pause where the two girls just stared at each other, and then Caroline lowered her head, "I... I don't want to ruin our friendship either."

"Ok." Max said, breathing a sigh of relief, "So can we forget about all this?"

There was yet another moment of silence, and then Caroline blurted out, "I think we should have sex!"

Max blinked a few times and then exclaimed, "What? Are you crazy? You just said you didn't want to ruin our friendship!"

"I know, I know, and I don't... but... just here me out, ok?" Caroline said, briefly holding her hands up before talking rapidly, "I may, kind of, sort of, have a tiny crush on you too and... and it's been driving me crazy because I'm not into women. Like, at all. I know we joke around all the time, but I'm just really, really not into that. But... oh God, you're just so hot! I literally can't take my eyes off you sometimes and it drives me crazy. And apparently for all your jokes and mixed signals you like me that way a little bit, so... so maybe we should just do it and get it out of the way."

"Awww, how romantic." Max scoffed.

"It's not supposed to be." Caroline pointed out, "It's practical. I mean, it's been two years and I can honestly say my feelings for you aren't going away. If anything it's just getting worse, and while I could be way off base here I think it's the same for you. So, instead of letting these feelings keep simmering lets just get it over with. Let's just have one night of... of, lesbian sex, then pretend like it never happened."

The way Caroline lowered her voice and whispered 'lesbian sex' was so cute Max almost smiled. Almost. Then again since Oleg was probably listening in it was more a practical thing, much like Caroline's whole suggestion itself. Which, Max was horrified to realise, actually sounded completely logical to her. In fact, it almost seemed like something she would suggest, perhaps a sign that she was rubbing off on the formerly prim and proper ex-heiress. And try as she might Max couldn't think of a reason not to agree.

Actually she thought of a very good reason to agree, "Alright, fine, but only because given our track record it will be a disaster."

Caroline brightened up, "You know what, you're right? It'll probably suck."

It didn't. It totally didn't.

The rest of the day sucked because the 2 girls couldn't stop thinking about what they had agreed too. It only got worse in the evening when they opened up their little cupcake window, Max and Caroline agreeing to take it in turns selling cupcakes because they just couldn't stand next to each other. It freaked them both out, as did looking at each other, the two friends unable to look each other in the eye for an entire day. Yet ironically they found their eyes lingering on each other, but be fair was nothing new but there was no more pretending it was friendly admiring or jealousy. No, they were blatantly checking each other out, so much so that Earl, Oleg and even Han noticed.

Finally after 12 long hours of hell the 2 dirt poor girls stumbled home in total silence, still barely even looking at each other even as they reach their front door.

Naturally it was Max who was the first one to utter a sentence, even if she was staring at the door rather than Caroline, "You know what, it's been a long day, and it's late, so it would probably be better if... if we did something tomorrow instead or-"

While she was talking Max unlocked the door, walked inside and allowed Caroline to follow her before locking it again. Then and only then did she finally turn around to look at Caroline, but before she could finish trying to talk herself out of this situation the blonde interrupted her in the worst way possible. Namely by pressing her lips against hers.

Instinctively every single muscle in Max's body tensed and she automatically tried to push Caroline away. However she just ended up accidentally grabbing the blonde's boobs, which although tiny compared to the giant mountains underneath Max's shirt, felt really nice in the brunette's hands. Of course that was kind of an afterthought to having Caroline's lips pressed against her own, Max not really becoming aware that she was touching her friend's boobs until a few long seconds had past, and by then she had bigger problems.

Max had never really felt a spark kissing a girl before so it wasn't something she went out of her way to do. In fact during girl on girl sex she tried to avoid it. So just over 12 hours ago she had figured kissing Caroline would do nothing for her, and the last 12 hours she had been terrified to do it because she was almost certain there would be a spark.

In reality it was less of a spark and more of a fireworks display, Max's entire mind becoming cloudy with desire from just one simple infuriating kiss, which quickly turned into another and another and another, Max forgetting all about her worries as her best friend pushed her up against their door and frantically made out with her for who knows how long.

When she finally pulled back panting breathlessly Caroline rested her forehead against Max's and then stammered, "I'm, I'm sorry... I, I, I, I just don't think I can take another day like that. You know?"

The way Max looked at her, like a hungry predator about to devour her, made Caroline feel like she was going to wet herself in the good way.

"Absolutely." Max murmured, a throaty sound which was barely audible.

Then Max was the one kissing Caroline, hard and rough right from the get go while pushing her backwards into their home. It was nothing short of a miracle that Caroline didn't fall over given that she was stumbling backwards in heals having no idea where she was going. She didn't even think Max knew, however the chance of falling on her ass, or even cracking her head on something, meant little or nothing to her. Not if it was the price to pay to keep kissing Max.

Part of Caroline was terrified that she was thinking like that but it was useless to pretend this wasn't something she now desperately wanted, perhaps even needed, and so far it was so very, very good.

The first kiss had been needy and passionate but was nothing compared to this, their tongues no longer caressing each other but battling for dominance inside each other's mouths. Of course during the first kiss, or first series of kisses, their tongues hadn't been added until it was almost over, and that time it had been Caroline wanting to feel what it was like just in case Max didn't let her kiss her again. Now Max was practically choking Caroline with her tongue, the blonde feeling like she was fighting for her life and losing. And, somehow, it almost felt like it was almost worth losing.

All of a sudden they were falling, Caroline so sure she was about to land hard on the floor or something worse that she broke the kiss and opened her mouth to let out a scream of pain. Only she ended up landing on something soft, and although Max landed on her afterwards that only knocked the wind out of her slightly, so all Caroline ended up letting out was a soft cry. Which was quickly forgotten when she found herself lying on top of Max's bed with her roommate/best friend/business partner on top of her, the two of them staring into each other's eyes for a painfully long moment.

Then Caroline mumbled, "You... I... we should probably get naked now."

Max raised an eyebrow and smiled, "Ohhhh, I love it when you talk dirty."

Actually kind of charmed by this, and wanting to lighten the mood, Caroline grinned and in her best manly voice said, "Yeah, strip for me baby."

Suddenly feeling emboldened Max said in her best stripper/porn star voice, "Oh yeah, I'll strip for you baby. Gonna strip for you so good and make you dyke out for my big titties."

For a moment things were back to normal. Max and Caroline goofing around, cracking jokes and teasing each other with totally meaningless things. Then Max reached down and pulled off her shirt while totally expecting another bad joke from her best friend. Instead any humour was immediately sucked out of the mood as Caroline stared at Max's massive rack like a teenage boy seeing his first pair of boobies, and Max hadn't even removed her bra yet.

Max had become very used to people staring at her big tits. It wasn't like those people were even trying to be subtle about it, but even when they tried Max could normally tell. Caroline was definitely one of those people who tried to be subtle but dismally failed, and while Max tried to tell herself at first that like most women the blonde was just staring out of jealousy the truth was Caroline stared far too frequently and longingly for her thoughts to be platonic. And yet Caroline had never had the opportunity to stare at her for this long, and even when compared to all the other times Max was sure she had looked it had never been like this. Hell, Max was pretty sure no one had ever looked at her like this.

Despite herself Max found it kind of intoxicating, which was probably why she wordlessly removed her bra and posted the same careless direction she had flung her shirt. That caused Caroline's gaze to turn from mostly wonder to mostly shameless lust, this new look actually making Max a little afraid of Caroline, or perhaps more accurately, afraid of what she was going to do next. Or how she would feel about what was going to happen next.

As it turned out what happened next was Caroline letting out an almost animalistic like sound and then flipping them over so she was on top. Max had no idea that Caroline possessed that kind of strength, not that she was complaining. Maybe she should be considering her nervousness, but as soon as she was on her back Caroline was latching onto her tits, swirling her tongue around each of her nipples in turn before taking them into her mouth and sucking them while her hands cupped those two inconveniently big mountains of flesh.

It felt so good all Max seemed to be able to do was moan, and laugh nervously, "Everyone loves the titties."

Caroline completely ignored her in favour of continuing to frantically lick and suck those huge tits, any further sarcastic words seeming to die on Max's lips as the brunette became lost in moaning, groaning and even whimpering in pleasure, the sights, sounds and feelings making Caroline feel overwhelmingly thrilled. Of course, Caroline had felt overwhelmed in general, the former rich girl literally feeling like she had no control over her body at the moment. Not that she was trying particularly hard to get it back.

The truth was Caroline had been thinking about this for a very long time, and now she finally was getting it she was rather glad to think it. And by 'it', she meant both fucking Max and getting the chance to play with her best friend's big boobs, Caroline finding that particularly the latter thing was better than she could have ever imagined. Ok, so she hadn't done the former thing yet and based off sucking on Max's tits she was have increasingly high hopes for it, but there was literally nothing Caroline had thought more about than the latter.

Max's boobs were just so... big. Huge. Enormous. Gigantic. Unmissable. As in Caroline literally tried to miss them but she just couldn't stop looking at them. And thinking about them. And dreaming about them. Which kind of, sort of, maybe said something about her, but it said a lot about Max too. After all this was all Max's fault. She was the one always flaunting those big titties, and sure, Caroline would do the same if she had tits like that, and she wasn't sure it was even possible to hide breasts that size, but regardless the point was Max was at least a little to blame for her lesbian fantasies getting out of hand.

While it was true that in the past Caroline had a few teeny tiny lesbian fantasies they were nothing compared to the graphic images which had been haunting her for over two years now and finally indulging in the most vivid of those fantasies was wonderful. Max's big boobs felt so wonderful. Those giant tits felt so, so wonderful in her hands, on her mouth and tongue, and even pressed up against her face, Caroline going berserk as she became lost in worshipping her best friend's big beautiful boobs.

She wasn't the only one, for a while Max was just as lost in her lust. There was another less familiar sensation which made her even more over whelmed, although when she finally realised what it was it freaked Max out for a moment. Then she considered herself with the fact that she had to be wrong. It's not like she'd even know 'happiness' if it punched her in the face, but she was pretty sure it wasn't just foreplay, because that would be ridiculous.

Of course with tits like hers Max had to be into foreplay, because even if they were in a hurry her lovers wanted some time with the 'girls'. It was more a skill she had learned over time and something that came naturally, because while Max at pretty sensitive her tits she never had a lover who felt that they truly knew what they were doing. Caroline was technically no exception in the fact that she seemed to be just making it up as she went along, and she was acting just as crazy for Max's big boobs as anyone, but somehow it felt different.

As Max had no doubt that Caroline was a lesbian virgin without the guts to look up any pointers on the Internet it had to be luck. Blind, stinking luck that Caroline was making her feel so fucking good, the tittie worship first wonderful and then torturous as for once Max didn't want to move on because she was fed up of someone slobbering on her tits. No, she desperately wanted to move on because she wanted a mouth on her cunt. Or some fingers inside her. Something, anything which would get her off.

So after enduring the tit worship for as long as she could Max pushed down on Caroline's head and demanded, "Lower. Lower! Lower, lower, lower, lower, good God Caroline lower. I need, oh God... yes... oh... lower... ohhhhhhh, oooooooh, mmmmmmmmm oh my fucking Goooooodddddd please lower. LOWER!"

Max's words became increasingly pleading as, after significant pushing, Caroline finally removed her mouth from the brunette's breasts and started fulfilling the request. She did it as slowly as possible, Caroline kissing her way down Max's body, something which felt like more the result of nervousness than an intention to tease, but the loudmouth brunette could care less why Caroline was doing this. She just cared about getting what she now wanted more than anything, even if that meant she had to say it out loud.

"Eat me! EAT ME!" Max practically screamed in frustration, "Eat me Caroline! Eat my pussy! Ooooooooohhhhhhh Gawwwwwwd, please eat my pussy. Lap my cunt. Tongue my twat. Mmmmmmm, go down on me like a little dyke bitch, dyke out on me, fucking AAAAAAAHHHHHHHH FUUUUUCCCCCKKKKKKK!"

The closer she got to her ultimate destination be more nervous Caroline got. After all it was one thing to daydream about going downtown on a member of her own sex, but could she actually go through with doing it? She was adding that fond of looking at her own vagina, and now she was planning on licking somebody else's. Except it wasn't just anyone. It was Max, the one person who had been there for her in her darkest hour and picked her up after her massive fall from grace and given her somewhere to live and something to work for.

Caroline clung on to that comforting thought as she moved lower and lower until she was officially between another girl's legs and staring at another girl's cunt, the girl in question tugging her to her destination. Which was kind of flattering, Max proving just how much she was now into this. How much she wanted it. Needed it. Needed Caroline. Max wanted and needed Caroline, that thought along with how much this girl truly meant to her pushing the blonde to lean forward, stick out her tongue and for the first time in her life lick another woman's pussy.

It was... surprisingly bearable. Not that Caroline had been fantasising about something that was really bearable, but she had thought reality would be shockingly different to the fantasy. As it turned out not so much, Caroline feeling comfortable going back for a second, third and fourth lick. After that she pretty much lost track, Caroline just doing her best to keep a steady rhythm of moving her tongue from the bottom of Max's pussy right up to the top.

After a while she tried listening to Max's moans to see if it would give her any clues what she do to please the other girl, who for once seemed speechless. Which was incredible ego boosting, don't get Caroline wrong, and she certainly wasn't going to allow Max to forget that her rug munching skills had turned the mighty Max Black into an incoherent mess, but a little more detailed encouragement would be appreciated. Of course, as Caroline should've known by now, you should be careful what you wish for.

"Oooooooooohhhhhhhhh myyyyyyy Gooooooodddddddd, you, mmmmmmm, you don't suck at this! I, ohhhhhhhhh, I was so sure you were going to suck at this!" Max moaned as her cloudy mind eventually got hold of itself, "Oooooohhhhhhh fuck Caroline, fuck me. Fuck me Caroline. Oh God, I can't believe I just said that. I can't believe I'm saying this, but oh God, please Caroline fuck me. Oooooooooh fuck, mmmmmm, fuck me with your tongue! Stick your tongue inside me and fuck me with it!"

Max had spent the last few minutes being overwhelmed with the fact that Caroline was going down on her. Caroline Channing. The bestist friend she'd ever had, and it pained her to admit that even in her own head that was what Caroline was, and she was going down on her. Her best friend was eating her cunt and as tough as she was Max thought it was understandable to be a little bit traumatised by receiving head from her closest female friend. Who, by the way, she was living with. And yeah, the fact that Caroline really, really wasn't sucking at this was perhaps the most alarming thing of all.

Of course when she came to her senses Max wanted more. She wanted more of the sensations which with the closest thing to true happiness she'd ever known, Max unable to stop herself begging for more if she tried. Which almost immediately led to Caroline stopping and looking up at her nervously, which in turn had Max desperately backtracking to think what she had said which could have put Caroline off. Ultimately she concluded asking for a tongue fucking was perhaps too much, and while it didn't seem that way to her Max quickly scrambled for another option.

"Or you could you know, suck my clit a little." Max offered, and then when Caroline seemed even more unsure added, "I mean, you don't have too, but it would be cool if you could. Now or later. Or you could suck my pussy. I know that sounds weird, but it works. Oh, or you could finger me? Fingering isn't that bad, right? Not compared to AAAAAAAHHHHHHH FUUUUUUUCCCCCCKKKKKKKKKKK!"

Taking her by surprise Caroline suddenly darted her head forwards, wrapped her lips round Max's clit and began sucking on it. That had Max jerking her head back against the pillow so roughly that she swore she broke something in her neck. She wasn't sure that was even possible but if it was she did it. Not that she cared, Max's entire world quickly beginning to revolve around Caroline sucking on her clit so hard it almost became painful in a bad way. As it was the feeling was intense and extremely good, Max letting out a deafening cry as her mind once again went blank.

Then sadly Caroline went back to licking her cunt, which was like going back to a cheap assed beer after having a taste of the good stuff. Luckily Max was already fuck drunk, the brunette lazily grabbing hold of pretty blonde hair once again so she could guide Caroline's tongue exactly where she wanted it. Which was mostly on her clit, Caroline obliging by circling that sensitive bundle of nerves with her tongue before briefly sucking it again. Which, if nothing else, showed she could take direction, which was more than could be said for most of Max's lovers.

Or at least she did at first, Caroline eventually breaking away from Max's hold long enough to suck her downstairs lips and even tease the entrance to her cunt. And considering this girl's track record Max tried not to get too excited, and especially tried not to comment, but she was never good at keeping her mouth shut, even when it was in her own best interest. Oh who was she kidding, sabotaging herself was practically a way of life for her, which she proved true once again by opening her big mouth.

"Mmmmmmmm fuck, fuck me. Please Caroline, fuck me with your tongue!" Max pleaded as she thrust her hips upwards into Caroline's tongue, "Ohhhhhhh God, fuck me with your tongue! Mmmmmmm, for the love of God please Caroline stick your tongue inside me and fuck me with it! Please? I wanna feel it so bad. I, aaaaaaahhhhhh fuck, I wanna feel something inside me. Your tongue, oooooooohhhhhhhhh Gawwwwwd, your fingers, mmmmmmmmm, something, anything, oh fuck, please give it to me, oh God, oh fuck, AAAAAAAAAAHHHHHHHH SHITTTTT, OOOOOOOOHHHHHHHH GAAAAAWWWWWWWDDDDDD CAROLINE!"

Finally Caroline did Max a solid and pushed her tongue inside her cunt. It wasn't slowly and cautiously either, it was fast and hard, Caroline slamming her tongue as deep as it would go into Max's pussy, making the brunette arch her hips up and let out a deafening scream. It was a miracle she didn't cum on the spot, and that Caroline didn't run a mile like Max momentarily feared she would. Instead Caroline allowed Max a few seconds to get used to having a tongue inside her womanhood, then the blonde began fucking the brunette with that soft, wet muscle, plunging deep inside the core of Max Black and making her toes curl with joy.

It was by far the best head she'd ever got and nothing could possibly ruin it. Momentarily Max cursed herself for jinxing it, and then Caroline's tongue hit some extra sweet spot inside of her. It was surely by accident, Max unable to imagine that Caroline could do anything this good on purpose, but it didn't matter because it was the absolute opposite of ruining this amazing head by ending it with a bang. As in Max felt like she literally exploded into a million pieces, the loudmouth brunette screaming embarrassingly loudly and shoving Caroline's face into her cunt and covering it in her cum.

Even though it was easily the most intense climax she'd ever had Max kept the pressure on Caroline's head, practically suffocating the girl with her pussy. Which came dangerously close to being literal, as in Max nearly was literally suffocating her roommate with her twat, although not one Max actually wanted to do, it was sure she couldn't bear the thought of Caroline ever moving away from between her legs. Not when she was causing such amazing pleasure, the super intense orgasm followed by another and another until Max felt like she was being fucked into a vegetative state.

Luckily for her the last thing on Caroline's mind was moving away, the blonde far too consumed with swallowing Max's girl cum. Caroline tried to get every drop, but there was just too much of it and it was coming so, so quickly, Caroline learning that apparently one girl could give another the type of facial which didn't involve make-up. However while she hadn't enjoyed it with guys it was kind of hot with Max, Caroline's only real problem with it being that she couldn't taste the other girl's cum.

When Max's first orgasm started dying down Caroline began tongue fucking the other girl again to get more cum. Honestly she had only taken her tongue out of her roommate to make it easier for her to swallow Max's cum, and given just how much she had loved dishing out a tongue fucking Caroline was only too happy to shove that wet muscle as deep as it would go into the brunette again and begin pounding her pussy as hard as she could considering the soft thing she was using.

That had Max quickly cumming in her mouth again so Caroline once again removed her tongue to concentrate on cum swallowing, this process repeating itself over and over again as Caroline became obsessed with making another girl cum. Obsessed with making her best friend cream in her mouth. Obsessed with her roommate covering her face in girl cream. Oh how Caroline was obsessed, these obsessions consuming her and overwhelming her to the point where she thought she would cum just from going down on Max.

Of course eventually Caroline's mouth and tongue grew too tired to continue. Even then Caroline only removed her aching mouth and tongue so she could replace them with her fingers, the blonde hammering those digits in and out of the brunette for who knows how long. All Caroline knew was that it was long enough to make Max cum a few more times, the former heiress literally salivating at the thought of sucking those fingers clean when she was finally done with her roommate. Until then she just stared at where they were pumping in and out of the other girl's pussy, Caroline oddly fascinated by something she would have probably been grossed out by not that long ago.

When she finally stopped it was by choice, Caroline suddenly feeling a strong tug on her hair which made her blonde locks feel like they were literally going to be pulled out. The only way to stop that was to move upwards where she found a frantic Max looking at her with unreadable expression. Then the frantic brunette kissed her, flipped her over and roughly shoved two fingers inside her cunt, Max wasting no time in frantically finger fucking Caroline to climax.

It wasn't quite the most powerful orgasm of her life but it was pretty close, and the intensity couldn't be matched. Then Max broke the kiss and just stared at her for almost a full minute, Caroline terrified that her friend was about to freak out and/or worse put an end to all the fun they were having. Luckily her fingers were still inside Max's cunt, a few thrusts all it taking to get them right back on track.

"Aaaaaahhhh fuck, you bitch!" Max cried out with no malice in her voice, the brunette almost immediately beginning to fuck the blonde again.

For a long couple of minutes things continued like that, Max and Caroline finger fucking each other while staring into the other's eyes in a way which seem to confuse them both. All they knew was it was intense, and good, and like nothing they'd ever felt before. Then Max suddenly came again, letting out an almost painful cry like the orgasm had hurt her or something. Since it was apparently too much Caroline was going to remove her fingers, but Max did it for her by subtly scooting down the bed and thus meaning the taller girl couldn't keep her fingers inside the shorter girl anymore.

Caroline maybe had a few seconds to regret the loss, then Max replaced her fingers with her tongue, shoving that soft wet muscle as deep as it would go into her cunt. The blonde barely had time to cry out in pleasure before the brunette began thrusting her tongue in and out of her, Caroline screaming incoherently as her best friend and roommate Max Black began fucking her with her wonderful little girl tongue, the former heiress so overwhelmed by the sensation and everything that happened that she came almost immediately.

As Caroline was busy experiencing the most powerful orgasms of her life Max was still consumed by hers. She couldn't remember ever being so fuck drunk, or just plain drunk, or stoned, whatever, Max honestly kind of scared because she felt she had no control over her body. It was like she was suddenly possessed by a thousand lesbians, all of whom were desperate for pussy. Caroline's pussy to be exact, Max attacking that love box like it was her job. And really, considering how hard Caroline was cumming, Max should definitely get paid for this.

The idea of bringing this up with Caroline was a brief moment of humour in what was an unnaturally serious moment for Max Black. Not that sex was always a total joke to her, but this was scary intense, Max feeling herself gluing her mouth to Caroline's cunt so that the other girl's cum would more or less flow directly down her throat, then she would go right back to tongue fucking her roommate like her life depended on it. Along the way a good portion of that girl cum ended up covering her face and Max was upset about it, not in the way she normally was that something sticky was touching her face and messing up her make-up, but in the way that she wasn't getting to swallow all of Caroline's cum.

Honestly the thoughts and feelings rushing through her right now were really scary, so Max did her best to shut off her brain and concentrate on what she was doing. And maybe push a finger into her aching twat and squeeze out another orgasm for herself, which was kind of painful and nowhere near as satisfying as the ones which had come before, but hell, if she was going to dish out all this pleasure at the very least she could get some back.

Eventually, like Caroline before her, Max's mouth and tongue grew tired and ache from all of this. However instead of switching to fingers Max just stopped entirely and looked up at her friend who, after just gasping for breath for a little while, returned the look. The two friends then stared at each other awkwardly for what felt like an eternity until Max finally lifted herself up so she could collapse onto her back in more or less the same spot she normally tried to sleep in when she had company in her bed.

"Well... that was..." Caroline began.

"Yeah." Max interrupted, unsure what to say next and eventually go with, "Well, good night."

Hoping Caroline would get the message Max rolled over onto her side facing away from her friend, closed her eyes and did her best to mimic sleep. Of course she was fully expecting Caroline to insist they talk about their feelings and shit, but to her amazement the blonde stayed deafeningly silent. Which was honestly kind of worrying, the fact that Caroline ultimately turned over in the other direction and then went to sleep on her bed offering little comfort.

What was Max thinking? Hadn't she learnt by now sex ruined friendships. Especially if it was good sex, and what she just had with Caroline was really, really good sex. Amazing sex. And now Max had probably fucked up the most important relationship in her life with sex and unwanted feelings, the exhaust to brunette lying awake for hours as she obsessively thought about how she could fix her latest mess.


	2. Chapter 2

**Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story. **

The first thing Max Black was aware of when she slowly returned to consciousness was a weight on top of her, which made her instinctively groan in frustration. She had lost count of the number of times she had woken up with some guy nuzzling her tits, and as she wasn't in a relationship right now and last night was a blur it was a safe bet she had made another poor choice after a night of drinking.

At least she was in her own bed, Max thought with the relief as she slowly opened her eyes to familiar surroundings. Although Max didn't feel particularly hung-over, and the body pressed against her was unusually soft and it had long hair. Long blonde hair. And it was letting out a horrifically familiar feminine sigh of contentment as whoever this was snuggled deeper into the comfort of her massive tits.

In a flash Max remembered everything and totally freaked out, a panicked cry escaping her mouth as she pushed her best friend Caroline Channing away from her and sat up, gathering the sheets around her instinctively. Which was pathetically girly, and kind of stupid considering she'd given Caroline more than a thorough look at the goods last night, Max briefly cursing herself before she concentrated on the other girl in front of her.

Annoyed at being shoved away from such a comfortable place Caroline initially cried out in surprise, then she glared at her best friend, "Max, what the hell?"

"Get out!" Max said.

"Max-" Caroline started.

"GET OUT GET OUT GET OUT!" Max yelled.

"No, not until we've talked about this." Caroline said firmly.

"Now? Really?" Max said in frustration, "Couldn't this wait until-"

"NO!" Caroline interrupted, "If we do you'll pretend this never happened and refused to talk about it. Or... I'll pretend it never happened and refused to talk about it. Is that what you really want? To go back to the way things were, cracking jokes and flirting with each other while pretending we weren't really interested?"

"YES!" Max explained, before letting out a exaggerated sigh and then adding, "Fine, last night was terrible. I hated it. It was the worst sex of my life. Let's never do it again. Happy?"

Caroline gave Max an unimpressed look, "Really? You hated it? Then how come you came so hard?"

"I was faking it." Max huffed.

"Really?" Caroline rolled her eyes, staring at Max for a few long seconds before adding, "Because I wasn't. I loved it. It's terrifying for me to admit that, and all I wanted to do when I woke up was scream and run as far away from you as I could. But then I looked at you and... you looked so beautiful. You are so amazingly beautiful Max. You're breath-taking, and fearless, and funny, and the best thing that ever happened to me. Last night was the best night of my life, and no matter how much I want to pretend otherwise that means something. Well, two things. One, I'm gay, or at least bi. And two, I'm in love with you."

A deafening silence fell over the room and the usually so opinionated loudmouth brunette couldn't look her friend in the eye. Although she didn't need to even look in her general direction to know Caroline was nervous and certainly freaking out as much as she was, Max feeling like she could put a stop to this if she could just think of the right thing to say to make the blonde backoff. The question was, did she want the blonde to backoff, or was this nearly unprecedented silence brought on by her body trying to tell her something?

"If you really don't feel the same way, that's fine, but I'm done pretending I'm something I'm not. I'm also done not going after everything I want, so how about we do it again? You know, to make sure you really do hate it." Caroline said as she moved closer to her friend.

"I... I don't think that's a good idea Caroline." Max mumbled, looking like a deer caught in headlights when she finally looked up at her roommate.

"Please?" Caroline said in her best pleading tone while giving her best friend the puppy dog eyes which always used to work on her father, "We both know if I leave you'll just fuck yourself with your vibrator, I know you do every morning thanks to our crappy walls. So why not let me... give you a hand? Please? If you do I swear I'll never ask again, I'm just so horny and I want to touch you so badly. Please? It's not like you can really judge a situation just from a first time. If that was true you would have probably never had sex again after your first time, which was probably the worst first time ever."

"I guess." Max said softly as Caroline entered her personal space, the brunette gulping softly before adding, "Promise you'll never do this again?"

"Promise." Caroline confirmed.

"Ok." Max said, grabbing Caroline's face and shoving it forward in a way which made their lips violently crash together.

After that Max practically devoured Caroline's lips with her own, the busty brunette showing way too much enthusiasm for a girl who didn't like lesbian sex. Not that she gave a fuck about that anymore as she was well and truly over her initial freak out and overwhelmed by her need for a repeat performance of last night. And not just the incredible orgasms. Max definitely wanted more of those, but right now she just wanted Caroline's lips on hers, her best friend's mouth addictive in a way that no guys' anything ever had been.

Caroline felt the same way, except that she wanted to add her tongue into the mix. She didn't right away as she was worried about scaring Max off, but when the brunette pressed her down to the bed sheets Caroline felt she had enough of a green light to move forward. Which sent the kiss into turbo drive, their tongues practically fighting to the death and their lips trying to devour one another, the intense lip lock only ending when the need for oxygen became too great. And even then they went right back to kissing, this process being repeated over and over again as the two girls rolled all over the bed as they battled for dominance.

In the end it was Caroline who ended up on top, the blonde quickly kissing her way down Max's neck and then further towards the other girl's big boobs. She was going to slowly kiss her way down to one of those glorious tits but the girl who only moments ago had claimed she wasn't into this grabbed her hair and shoved her downwards onto her right nipple, Caroline only hesitating momentarily out of shock before she wrapped her mouth around that sensitive little nub and began gently sucking on it.

This caused Max to let out a long moan, followed by more straight forward encouragement, "Mmmmmmmmm fuck yes, more! More, more, MORE! Lez out on me Caroline! Totally lez out like the lezzie you are! Oh Gooooooddddddd, that feels so good, mmmmmmmmm, I'm so fucking wet for you and you've only just got started you fucking dyke! Mmmmmmmm, make me a queer slut just like you. Ooooooooohhhhhhhh fuckkkkkkk, make me dyke out just like you, oooooooh fuck, make me gay, make oooooooohhhhhhhh fuck yes, just like that, bite me! Bite me! Use your teeth you bitch! Oh Gaaaaaaawwwwwwwddddddd!"

Desperately wanting to give Max everything she wanted and more Caroline tried to listen very carefully to her friend, but the truth was she was kind of lost in her lust for her roommate's incredible cleavage. She'd been fighting her feelings for these massive things so long, tried a more often than not failed to not look at them throughout the day and perhaps more importantly tried not to think about them when she was alone in her little 'vagina' bed. Although truth be told Max had been constantly on Caroline's mind in some form or another since they met, that mind now melting as she licked, sucked and occasionally bit those nipples, only stopping so she could kiss her way back and forth between those sensitive nubs and occasionally all over the incredibly soft flesh in front of her.

What could have been minutes or hours later Caroline suddenly heard Max whimper, "Fuck me! Jesus Caroline, fuck me! Fuck me like a lesbian slut you bitch! Mmmmmmm fuck, oooooooohhhhhhhh shit, please Caroline, fuck me! Fuck me with your fingers, fuck me with your mouth, aaaaaaahhhhhhh fuckkkkkkkk, anything, just do it! Fuck me! Fuck me like a fucking dyke! Ohhhhhhhhhh, make me cum you bitch, ooooooooooh, please, fuck me, I'll do anything, anything, please just oooooooohhhhhhhhh fuckkkkkkkkk yessssssssss!"

As much as Caroline wanted to give Max what she wanted she couldn't bear the thought of moving her mouth away from these glorious tits right now, so she chose option A. After all, Max's first, and quite possibly inadvertent, suggestion was she use her fingers, and that's exactly what she did, taking the time to slowly slide a hand down the brunette's stomach just in case the other girl whined she didn't have any warning. Despite this it didn't sound like Max was expecting Caroline to first gently rub the outside of her pussy lips, encouragingly finding lots of cream to coat them in, and then push her index finger as deep into her best friend as it could go.

That wonderful penetration turned Max into a moaning mess, completely unable to say anything coherent for several long moments, which felt like a eternity to the loudmouth brunette. Max loved talking. It was pretty much her automatic response to everything, and to be fair she was trying right now, it was just that she wasn't making any sense. Not that she really cared as Caroline was just making her feel so good. Of course all to soon for her liking her body adjusted to having Caroline's finger pumping in and out of it and suddenly the pleasure wasn't overwhelming anymore.

On the contrary, it was kind of irritating, because it was nowhere near enough, "More! Mmmmmmm, more! Give me more Caroline! Now! Ohhhhhhhh fuck you wanna make me cum? Well one itty-bitty finger is nowhere near enough, mmmmmmmm, that's like trying to fuck me with Han's dick, no way is it big enough to get the job done. My slutty box needs at least two oooooooohhhhhh fuuuuuucccccckkkkkkk yeeeeeessssssss, THAT'S IT CAROLINE, JUST LIKE THAT, OOOOOOOOHHHHHHH, fuckkkkkkkkk, mmmmm yeahhhhhh, fuck me, fuck me, FUCK ME!"

Again Caroline was nice enough to give Max what she'd been begging for, albeit after an irritatingly long time which made Max think that her 'best friend' was enjoying making her suffer. Which really would be just typical, and appropriate, and honestly make Max respect Caroline more. Not that she had a lot of respect for the blonde, but... well, she wouldn't admitted out loud but she did have some, and it was increasingly growing the more Caroline finger fucked her better than most guys did with their dicks.

Briefly Max wondered whether that said more about her than the guys she dated, but she quickly shrugged that thought off. Even the most generous hearted people, a.k.a. Caroline, would agree she attracted the absolute worst men in the world and dated at least half of them and that was the only reason why sex with them wasn't nearly as good as having her best friend finger fuck her while greedily sucking her big tits.

Of course Max was greedy too, and couldn't help but eventually beg for even more, "Aaaaaaahhhhhhhhh Gaaaaaawwwwwwwdddddddd Caroline, mmmmmmm more! More, more, more, more aaaaaaaaahhhhhhhhh fuck! Fuck Caroline, mmmmmm, give me more. Give me more fingers, I can take more, mmmmmmm, my slutty cunt can take way more than that. Come on, fuck me harder! Fuck me faster! Fuckkkkkkkkkk ooooooooohhhhhhh Goddddddddd yesssssssss, another, another, give me another finger, mmmmmmmm fuck Caroline, shove your whole fucking hand inside me!"

This finally got Caroline to move her mouth from Max's tits, the blonde as pale as a sheet as she asked in disbelief, "Are you sure?"

No, Max wasn't sure, as that expression slipped out and she hadn't really meant it literally. It was just meant to be encouraging. After all, despite what she liked to say she wasn't that slutty. And she totally opened her mouth to say it, but the look on Caroline's face was just hilarious, and so cute, and her pussy felt wetter than it had ever been. It was also stretched wider than had ever been, Caroline having answered Max's pleading by pushing a third and fourth finger inside her, and it all felt so good. Max had never gone quite this far before, and while she had thought about going even further she had never thought she'd actually do it. But now she thought... fuck it.

"Yeah, I'm sure." Max confirmed nervously, before she remembered their earlier conversation and then grinning wickedly added, "I mean, you did offer to give me a hand, right?"

"MAX!" Caroline exclaimed, clearly scandalised but also kind of curious, so after a few somewhat nervous giggles from both girls the blonde started mumbling, "I couldn't. We couldn't. Could we? I mean... wouldn't it, you know... hurt?"

Amused at the way Caroline whispered that last part Max grinned, "Yeah, probably, but I'm dead inside. Besides we shoot babies out from there, so this should be a piece of cake."

"MAX! Gross!" Caroline exclaimed, sounding a lot less amused than last time, "Don't ruin the mood."

"I'm just saying." Max shrugged, before taking a deep breath and then as confidently as she could manage added, "But fine, you want me to set the mood, I'll set the mood... fist me Caroline! Fucking put your whole hand inside my cunt you little dyke! Put that formally super well-manicured little princess hand inside my nasty little white trash pussy and fuck me like we're the Queens of Lesbo island! Fucking do it you lezzie bitch! Give me a fucking hand, just like you promised, and fucking lez out on me! Come on slut, fucking give it to me you... oh... oh God, ah... ah... AAAAAAAAHHHHHHHHH FUCKKKKKKKKKK MEEEEEEE AAAAAAAHHHHHHHH!"

If anyone had even suggested it before Caroline would have said ewww, gross. In fact she had pretty sure Max and/or Oleg had made a joke or two about it and that had been her exact reaction. But she was scarily horny and into this, Max's pussy feeling so good around her fingers and Caroline almost overwhelmed with adrenaline so she had found herself going with it without really thinking about it.

So she slipped her thumb into Max's cunt and then as slowly as possible pushed forwards, watching wide-eyed and mouth gaping open as her hand slowly disappeared into her roommate's pussy. She was sure it was never going to fit, sure that Max was going to cry out in pain at any second, sure that she would tear something when the brunette's love hole was stretching for her knuckles, but nothing like that happened. Instead there was a lot of stretching, then suddenly her hand just... slipped inside, causing Caroline to momentarily black out as she was overwhelmed by what she was seeing and perhaps more importantly feeling.

Then after what felt like an eternity Max croaked, "Fuck me... oh God fuck me... please, fuck me Caroline... fuck me AAAAAAAHHHHHHH FUCKKKKKKKK!"

Caroline's body seemed to go into business for itself, or at least her hand did, the poor blonde feeling like she woke to find herself literally punching her best friend in the cunt. Max seemed to be very much enjoying it, as hard as that was for Caroline to believe, her own cunt trying to retreat inside herself at the very thought of going through what the brunette was. Yet at the same time she was still amazed to see her wrist engulfed in pussy, and the feeling of Max's inside spasming around her fist was out of this world.

These feelings only got more crazy when Max came, Caroline feeling like her hand would break as her friend bucked, writhed and screamed from the force of her climax. Or at least Caroline was pretty sure that was happening, given the way Max was soaking her hand, and bed sheets, while letting out the type of deafening cry which would probably make the neighbours think she was murdering her roommate rather than simply fucking her, which was apparently what most of them seemed to think was the norm for them.

Max was in fact cumming. In fact she might have been cumming for the first time, the only thing that came close to this being what she experienced last night. Next to those orgasms her previous so-called climaxes paled in comparison. And she was sure she would later denied that they were this strong, and worry about it when she couldn't deny it to herself, but right now Max Black was too lost in pure bliss to even care.

If she had known she could get off this hard by stretching her cunt this wide she would have been shoving her own fist and several much larger objects up herself years ago. Then again, as was always the case with sex, it probably wouldn't be the same if Max was just doing it by herself. And in her specific case, it just wouldn't be the same if there was anyone other than Caroline doing this to her, because no one else made her feel this hot and horny. And there was no way she would be comfortable doing this with anyone else.

Not that comfortable was a great way to describe what Max was currently going through, especially as Caroline had an annoying habit of pulling her fist almost all the way out of her with every other thrust. It wasn't just the sight and the feeling of her fuck hole once again stretching for Caroline's knuckles, no, most of all Max objected to having any part of that pleasure giving hand being removed from inside her, although that did eventually change after a couple of orgasms.

"No... no more... " Max croaked weakly, Caroline thankfully hearing her and immediately ceasing and trying to pull her hand out, "Owww, owww, owww, slowly, slowly, ah, ah, aaaaaahhhhhhhh, Caroline! Watch it! Oh Gooooodddddd!"

Max whimpered in pain as Caroline finally pulled her hand out completely, leaving the brunette's pussy incredibly sore and empty while the rest of her body felt like it was about to go back to sleep. Then Max found herself watching as Caroline stared at her cum and cunt cream covered hand and then very slowly brought it up to her lips and started to lick it like a cat with it's paw. Surely there was a joke in there somewhere, but Max's brain wasn't able to focus on anything which wasn't watching Caroline cleaning her hand.

Caroline wasn't sure what came over her, and she somewhat regretted it when she finally noticed Max was watching her, but not really. She really liked the taste of pussy and girl cum, and really it was all she could do right now not to bury her face in between Max's legs and suck up whatever leftover cream there was. But Max was literally still twitching from the force of her orgasms, so Caroline decided to forego the treat, regardless of how much she wanted it. Besides, the way Max was looking at her right now had her blushing something fierce, so much so she wasn't sure she could do anything so bold.

"What?" Caroline eventually asked, feeling embarrassed.

"Nothing." Max said defensively, "It's just... do you want me to return the favour?"

Caroline's eyes went wide for a second, and then she stammered, "Thanks, but there's no way I could take a fist in there. Not that you taking it wasn't hot, because wow, but..."

"I meant do you want me to eat you out you moron." Max groaned.

"Oh... sure, yeah, yes! I mean, that would be so great." Caroline stammered, "But... I thought you said you weren't gay?"

"I'm not, I'm just being polite." Max shrugged, "But hey, if you don't want to-"

"Oh no, I want too..." Caroline quickly said, wishing she could just leave it there, "But if you don't want too..."

"Na, it's fine." Max said dismissively, "But I kind of can't feel my legs right now, so you're going to have to sit on my face, K?"

Caroline's eyes briefly went wide again, and then she said as confidently as possible, "That would be great. But go slow, ok? My vagina likes to be romanced."

"Ugh, you lesbians are so high-maintenance." Max sighed, echoing what one rude nurse had said to them once.

Ignoring the comment Caroline slowly got up onto her knees and crawled over so she was kneeling over Max's face and then slowly lowered herself down. She had never done this before and was super nervous, but she was also super horny and was trying to get over her fears of all things lesbian. Not that this was strictly a lesbian thing, but the fact she was about to mount the face of an extremely pretty girl was pretty gay, Caroline practically quivering with anticipation. And with good reason as last night's activities were still fresh in her mind and she knew full well what Max's silver tongue could do to her love box.

Honestly her vagina was less of a romantic right now and more of a disparate to be fucked slut, Caroline feeling like she would go crazy if she didn't cum soon, however she didn't want this to be over too quickly so she decided to 'suffer' a little longer. She was second-guessing that decision pretty quickly once Max started licking her pussy, the previously reluctant brunette hungrily lapping away at the very bottom of her downstairs lips all the way up to the top where the other girl lingered on her clit.

Ultimately though Caroline stuck to her guns, "Ohhhhhhhhh Gooooooddddddd, Max please, please slow down, mmmmmmmm, God that feels so good, but I don't want to cum yet, so can you please ooooooooooh fuck! Yes, that's it. Slower, slower, slower mmmmmmmm ooooooooooohhhhhhhh yesssssssssss, mmmmmmmm lick me just lke that. Lick my pussy just like that! Fuck yes, oh fuck Max, ohhhhhhhh Max, mmmmmmm, romance my little pussy just like that, ooooooooh, lick it nice and slow, make it feel good. Soooooooo goooooddddddd, ooooooooohhhhhhhh Maaaaaaaxxxxxxx!"

For once in her life Caroline became very Zen as she relaxed on top of Max's face and just allowed the pleasure to just wash over her. The pussy licking had just become so nice and relaxing, Max settling into a steady rhythm which both kept her near to the edge of climax while giving her enough pleasure to satisfy her for the moment. Something she was sure would pass, but for now she just chose to enjoy it. And make sure to keep most of her weight on her knees so she wasn't crushing Max's pretty face of course.

Max kind of wanted there to be more pressure on her face. She wanted to be smothered in Caroline, the taste and the smell of her best friend overwhelming her until she passed out or worse. Ok, so the taste and the smell was still overwhelming her something fierce, so much so she could barely think, but Max wanted Caroline to rub her dripping wet cunt all over her face the way she had done to a couple of guys when she had cum on their faces. Only she would make Caroline cum harder, faster and more... wetly then any guy ever made her cum.

She wanted to do that, and she would, but first Caroline wanted a gentle licking and that was what Max was going to give her. At least at first. Honestly it was kind of hard not to get down to some serious muff munching because Caroline's cream was pretty much flowing directly into Max's mouth and down her throat, driving the poor brunette crazy. Fuck, it tasted so good and Max wanted more. She wanted the even more delicious juice she would receive once she made Caroline cum. That said this wasn't so bad, all the yummy pussy juice she could eat and her roommate sweet sounds of encouragement which made her sore cunt feel like it had Wolverine-like healing power.

After a while Max reached down and started rubbing her aching pussy. Not a lot, just enough to help the healing process along, although it kind of backfired and she ended up teasing herself almost as much as she was teasing Caroline. On the bright side she was feeling a lot better, the soreness forgotten in favour of fresh designer burning through her body and originating in her crotch, but for once Max really did want to focus on her partner's pleasure instead of her own. That meant Max had to stick to the gentle rubbing, at least while she gently licked the yummy pussy in front of her.

This seemed to go on for an eternity, then finally Caroline whimpered, "Mmmmmmm more. Oh my God more! Please Max, mmmmmmm oooooooooh fuck, give me more. Ohhhhhhhhhhh Gooooooddddddd, please Max, forget about romance, just fuck me! Fuck me, fuck my pussy, fuck it with your tongue, please, please, please! I need it, I need it so bad! Max please, please I AAAAAAAAHHHHHHHHH OOOOOOOOHHHHHHHH MYYYYYYYY GOOOOOOOOHHHHHHHHH MAAAAAAAXXXXXXXX OOOOOOOOHHHHHHH FUCKKKKKKKKK MEEEEEEEEEE!"

Max always enjoyed seeing and hearing Caroline squirm, and for once she was getting to feel her squirm as well. However while she enjoyed making the spoilt girl suffer a little she could never stand for it to go on too long or for it to be anything serious, and as Caroline's begging became more desperately needy Max couldn't resist giving her roommate what she wanted. Besides, at this particular moment Max was taking the chance to tongue fuck Caroline, partly because she could then justify finger fucking herself and partly because she wanted to taste Caroline's cum.

Caroline thought she would cum as soon as Max's tongue entered her and it was a close-run thing, but unfortunately all that happened was that she lost the ability to speak coherently and a few extra juices escaped her cunt. Of course there was still incredible pleasure, Caroline's eyes rolling in the back of her head as she felt her inner walls clamping down around the soft, wet invading muscle that was Max's tongue, and when that wicked little tongue started to slide in and out of her oh how Caroline squealed with pleasure.

For a while that was enough, Caroline content with just sitting there on top of Max's face being tongue by her girlfriend, silently hoping that soon she'd mean that not as a friend who was a girl but as in they were actually dating. Then the blissful satisfaction was again replaced by a overwhelming need to cum, and because Caroline could no longer utter a coherent word, although she continued to try, she instead resorted to bouncing her hips up and down so she was literally fucking Max's face.

To Caroline's surprise she was rewarded for this blatant lack of care for her best friend's well-being, Max actually seeming to get off on this as she moaned into Caroline's cunt and then began to rapidly increase the force of the tongue fucking and start curling her tongue inside her so the brunette was rapidly hitting the blonde's G-spot with every flick of that soft, wet muscle. Thanks to this Caroline was on the edge within seconds, some not so strategic grinding allowing the former heiress to finally cum with a deafening scream.

Those screams continued for the next few minutes as Caroline came over and over and over again, she and Max making sure there was no way she would be able to apologise to her neighbours with a straight face. An embarrassed face, sure, but there was no way she could say sorry and really mean it when she was experiencing the greatest pleasure of her life, this ecstasy perhaps even eclipsing last night as Max seemed so much more sure of herself now, so focused, so wonderfully in control, which was ironic because Caroline felt completely out of control.

Max's body was in total control of Caroline, firmly holding her in one place with just one hand while she frantically swallowed the other girl's cum and fucked herself with her free hand. However her mind was just as lost as Caroline's, which was actually kind of blissful. Max's mind was a dark and scary place at the best of times, and right now if her mind had been working properly she would have probably been questioning her sexuality, what she felt for her best friend, and her life choices in general. Well, she was always questioning her life choices, but the other things were very scary and she was happy to be momentarily rid of them.

So instead she concentrated on making Caroline cum as much as possible, something which was now easy thanks to just how worked up the other girl was. All it took was a few hard and somewhat strategic tongue thrusts and Caroline would cream pretty much directly down her throat again, Max quickly removing her tongue every time so she could swallow as much precious girl cum as possible. Of course a good amount of cum ended up on her face and in her hair, but she was used to that. Although instead of just wiping it off she may try to scrape it of and eat it later, but that wasn't what was important to Max right now.

Oddly her own pleasure continue to remain secondary to making Caroline cum, even though Max came herself just from pushing a couple of fingers into her cunt and rubbing her clit. Which in a way made this feel more familiar, although while she did this every morning this was the first time she had another woman rubbing her cum leaking pussy all over her face, although she was welcoming that right now as it was making her own if less frequent orgasms so much more intense.

After who knows how many orgasms for them both, or how much time had passed, Caroline fell off of Max's face and then inadvertently bounced off the bed, the loudmouth brunette way to exhausted to check if she was alright. To be fair there was a loud cry, followed by a groan and then some heavy breathing to go along with her own, the two girls just lying there for a long moment with at least one of them considering going back to sleep. Then Max turned her head to look at the clock and then freaked out.

"SHIT! Shit, shit, shit, shit!" Max screeched, forcing her tired and aching body out of bed, "Caroline get up, we've got to go."

"Do we have too?" Caroline groaned.

"YES! We're super late, and Han said he would fire us if we completely blew off work again, and I think he meant it this time." Max insisted.

It was an exaggeration if not a total lie. Any other boss would have fired them for good ages ago, and they really didn't need to be giving him a good reason to do it, but Han would almost certainly chicken out of firing them again. Caroline knew this but thankfully she didn't call Max out on her obvious bull-shit/refusal to stick around for the aftermath of making the same mistake twice. Max knew Caroline would insist on them talking about it eventually, but for now she just desperately avoided eye contact as the blonde stumbled out of her room and went to get dressed, Max catching her eyes briefly lingering on Caroline's tight ass as her friend left before she focused on what was important, finding some reasonably clean underwear.


End file.
